Vape Holdings Confirms Date, Location for Shareholder's Meeting; Revises Terms for Proposed HIVE Ceramics Acquisition

WOODLAND HILLS, Calif., March 3, 2014 /PRNewswire/ -- Vape Holdings, Inc. (OTCQB: VAPE) (the "Company"), a holding company functioning within the legal cannabis concentrate industry, is pleased to announce a special meeting of its shareholders has been scheduled for 10:00 a.m. on March 24, 2014 (the "Meeting").  The Meeting will be held at the Sheraton Denver Downtown Hotel which is located at 1550 Court Place, Denver, Colorado 80202.  The Board of Directors of the Company (the "Board") has fixed the close of business on February 14, 2014 as the record date of shareholders entitled to attend and vote at the Meeting.   A formal notice of the Meeting will be sent to all shareholders beginning today.

No means of electronic participation will be provided.  Shareholders must be present at the meeting either in person or by proxy to vote.  To gain admission into the special meeting, shareholders must show valid government issued photo identification and either possess 1) their proxy card or 2) a legal proxy from their broker (if shares are held in a bank, brokerage or related entity).

The Company has recently completed its ongoing negotiations with HIVE Ceramics for the acquisition of the HIVE Ceramics vaporization product and related intellectual property.  The following proposals will be discussed at the special meeting:

1. Approval of the Asset Purchase Agreement with HIVE Ceramics, LLC which provides for the following:

• Acquisition by the  Company of the assets of HIVE Ceramics, LLC, including the HIVE Ceramics vaporization products and related intellectual property (the "Acquisition");
• $250,000 in capital to the Company in the form of a promissory note payable within 30 days of closing;
• Employment Agreements with Kyle Tracey and Michael Cook of HIVE Ceramics for employment by the Company;
• Authorization and issuance of 500,000 shares of preferred stock to HIVE Ceramics, LLC.  This preferred stock shall be subject to the following terms:
  • Voting Rights: each share of preferred stock is entitled to 15 votes (7.5 million votes in the aggregate);
  • Initial Conversion Ratio. Each share of preferred stock shall initially be convertible into one share of common stock (500,000 shares of common stock in the aggregate);
  • Conversion Ratio Adjustment. On the two year anniversary of the Acquisition the preferred stock conversion ratio shall be adjusted as follows: a one-time pro rata adjustment of up to ten-for-one (10-1) based upon the Company generating aggregate gross revenues over the two years of at least $8,000,000 (e.g. If the Company generates only $4,000,000 in aggregate gross revenues over the two year period then the convertible ratio will adjust to 5-1).  In no event will the issuance convert into more than 5,000,000 shares of common stock of the Company; and

2. Such other matters as may lawfully be brought before the meeting.

NOTE: The full Asset Purchase Agreement with HIVE Ceramics has been field as an exhibit to the Form 8-K filed today which is available online on the www.SEC.gov website or at www.vapeholdings.com/investor-information under the "SEC Filings" tab.  This Notice is qualified by reference to the complete terms of the Asset Purchase Agreement.

"I look forward to meeting and addressing the shareholders of our Company and to come to a final determination as to Vape's future with Hive Ceramics," Kyle Tracey, CEO, Vape Holdings, Inc.

For more information on Vape Holdings, please visit: www.VapeHoldings.com

From time to time, Vape Holdings will provide market updates and news via its website http://www.vapeholdings.com/ or the Company's Facebook page at http://on.fb.me/1d5c7iO

Cautionary Language Concerning Forward-Looking Statements
This release contains "forward-looking statements" that include information relating to future events and future financial and operating performance.  The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved.  Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: fluctuations in demand for Vape Holdings' products, the introduction of new products, the Company's ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company's liquidity and financial strength to support its growth, and other information that may be detailed from time-to-time in Vape Holdings' filings with the United States Securities and Exchange Commission. Examples of such forward-looking statements in this release include statements regarding future sales, costs and market acceptance of products as well as regulatory actions at the State or Federal level.  For a more detailed description of the risk factors and uncertainties affecting Vape Holdings please refer to the Company's Securities and Exchange Commission filings, which are available at www.sec.gov.  Vape Holdings undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Vape Holdings, Inc.